🧾 What This Document Is

This is an amended annual report (Form 10-K/A) for Oxbridge Re Holdings Limited for the year 2025. Think of it as a "Part 2" to their original annual report filed on March 30, 2026. The main reason for this amendment is to add back crucial information about the company's directors and governance that was missing because they didn't file their shareholder meeting materials on time. It's a procedural catch-up, not a correction of financial results.

🏢 What The Company Does

👉 In simple terms… Oxbridge Re is a reinsurance company based in the Cayman Islands. They essentially act as an insurance company for other insurance companies. They provide specialty property and casualty reinsurance, which means they help primary insurers manage the risk of big, unexpected losses from things like hurricanes or other major disasters. Their shares and warrants trade on the NASDAQ under the symbols OXBR and OXBRW.

🎯 The Board of Directors

This amendment primarily fleshes out who runs the company. The board has 5 members:

• Jay Madhu (Chairman & CEO): Brings experience in insurance, real estate, and capital markets.
• Wrendon Timothy (CFO & Director): The company's financial chief, with a background at PwC and KPMG.
• Arun Gowda (Independent Director): A venture capitalist and former managing director at major investment banks like Morgan Stanley and UBS.
• Dwight Merren (Independent Director): Works in private banking and has deep experience in Cayman Islands insurance regulation and compliance.
• Lesley Thompson (Independent Director): An insurance management executive with Willis Towers Watson and extensive governance experience.

👉 Why it matters: This mix shows a blend of deep insurance/finance expertise (Madhu, Timothy, Merren, Thompson) and outside investment/growth perspective (Gowda). The three independent directors (Gowda, Merren, Thompson) provide essential oversight.

⚖️ Corporate Governance & Committees

The board operates through five specialized committees:

• Audit Committee (Gowda, Merren, Thompson) – Oversees financial reporting. Gowda and Thompson are deemed "audit committee financial experts."
• Compensation Committee (Merren, Thompson, Gowda) – Sets executive pay.
• Nominating & Governance Committee (Gowda, Thompson, Merren) – Recommends board candidates and governance practices.
• Underwriting Committee (Thompson, Madhu, Timothy) – Approves and reviews the core insurance risk-taking policies. This is critical for a reinsurance firm.
• Investment Committee (Gowda, Timothy, Madhu) – Manages the company's investment portfolio.

👉 Why it matters: These committees are the gears of corporate oversight. The strong presence of independent directors on the first three committees is a key check-and-balance system. The Underwriting Committee is particularly vital as it directly oversees the company's main business risk.

💼 Executive & Director Compensation

The filing details how the non-employee directors are paid for 2025:

• Each of Arun Gowda, Lesley Thompson, and Dwight Merren received:
  • $15,000 in cash fees.
  • $25,000 in restricted stock awards (6,054 shares each, vesting over one year).
  • Total Compensation: $40,000 each.

The CEO (Jay Madhu) and CFO (Wrendon Timothy) are employee-directors and are not separately compensated for board service in this table; their pay is in the "Executive Compensation" section.

📅 Key Dates & Contact Info

• Fiscal Year Covered: January 1, 2025 – December 31, 2025
• Shares Outstanding as of April 3, 2026: 8,101,374 ordinary shares.
• Company Address: Suite 201, 42 Edward Street, P.O. Box 469, Grand Cayman, Cayman Islands KY1-9006.
• Phone: +1 (345) 749-7570.

🧠 The Analogy

Filing this 10-K/A is like a ship's captain, after already filing the main voyage log, realizing they forgot to include the full crew roster and the ship's safety procedures manual. So, they submit an updated log with those critical sections filled in. The voyage itself (the 2025 financial results) hasn't changed, but now the record is complete, showing who was on board and how they were organized to steer the ship.

🧩 Final Takeaway

This amendment is about governance transparency. It completes the official record by detailing the experience and roles of the people overseeing Oxbridge Re—a critical element for investors to assess the quality and independence of the company's leadership and risk management, especially in the specialized and risk-intensive reinsurance business.